Analog Devices (NASDAQ: ADI) CEO awarded 55,899 new shares

Rhea-AI Filing Summary

Analog Devices Inc. Chair and CEO Vincent Roche reported equity compensation activity and related tax withholding. He received a grant of 55,899 shares of common stock at no cost, increasing his direct holdings to 194,853.043 shares.

Separately, 16,734.419 shares were withheld at a price of $310.92 per share to satisfy tax obligations on 10,848 performance-based RSUs and 23,763 RSUs that vested on March 16, 2026. A performance-based RSU grant made on April 3, 2023 was earned at 192.01% of target based on relative total shareholder return and is scheduled to vest on March 29, 2026, subject to his continued employment. In addition, 23,515 shares are held indirectly through the Vincent Roche 2024 Grantor Retained Annuity Trust.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

ROCHE VINCENT

(Last) (First) (Middle)

ONE ANALOG WAY

(Street)

WILMINGTON MASSACHUSETTS 01887

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
ANALOG DEVICES INC [ ADI ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chair & CEO

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/16/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Comm Stock - $.16-2/3 value	03/16/2026		F		16,734.419(1)	D	$310.92	138,954.043	D
Comm Stock - $.16-2/3 value	03/18/2026		A		55,899(2)	A	$0	194,853.043	D
Comm Stock-$.16-2/3 value								23,515	I(3)	Vincent Roche 2024 Grantor Retained Annuity Trust

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Represents aggregate shares withheld to satisfy tax withholding obligations on 10,848 Performance-based Restricted Stock Units (PRSUs) and 23,763 Restricted Stock Units (RSUs) that vested on March 16, 2026.

2. Represents shares of common stock of the Company earned in connection with PRSUs granted on April 3, 2023. The shares were earned based on the achievement of certain pre-established performance parameters relating to the Company's relative total shareholder return performance over a three-year period at 192.01% of target. The shares will vest on March 29, 2026, subject to the Reporting Person's continued employment with the Company.

3. Shares held by the Vincent Roche 2024 Grantor Retained Annuity Trust dated October 3, 2024.

Remarks:

	/s/ Shelly Shaw, General Counsel, by Power of Attorney	03/18/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transactions did ADI CEO Vincent Roche report on this Form 4?

Vincent Roche reported an equity grant and tax withholding. He received 55,899 Analog Devices shares at no cost and had 16,734.419 shares withheld to cover taxes tied to vested RSUs and performance-based RSUs on March 16, 2026.

How many Analog Devices (ADI) shares does Vincent Roche hold after these transactions?

After the grant on March 18, 2026, Vincent Roche directly holds 194,853.043 Analog Devices common shares. The filing also shows 23,515 additional shares held indirectly through the Vincent Roche 2024 Grantor Retained Annuity Trust dated October 3, 2024.

Were Vincent Roche’s ADI share dispositions open-market sales?

The reported disposition was not an open-market sale. The 16,734.419 Analog Devices shares were withheld by the company at $310.92 per share solely to satisfy tax withholding obligations on vested restricted stock units.

What performance conditions affected Vincent Roche’s ADI PRSU award?

The performance-based RSUs granted on April 3, 2023 were earned at 192.01% of target. This was based on Analog Devices’ relative total shareholder return performance over a three-year period, as described in the Form 4 footnote.

When will Vincent Roche’s earned PRSUs in Analog Devices vest?

The earned Analog Devices performance-based RSUs are scheduled to vest on March 29, 2026. Vesting is conditioned on Vincent Roche’s continued employment with the company through that date, according to the disclosure.

How many ADI restricted stock units vested to trigger the tax withholding?

The tax withholding related to 10,848 performance-based RSUs and 23,763 RSUs. These Analog Devices units vested on March 16, 2026, prompting the withholding of 16,734.419 shares to satisfy associated tax obligations.